Exhibit 10.16


 


SYNOPSYS, INC.


 


EMPLOYEE STOCK PURCHASE PLAN


 


I.            PURPOSE


 


The Synopsys, Inc.
Employee Stock Purchase Plan (the “Plan”) is intended to provide Eligible
Employees of the Company and one or more of its Corporate Affiliates with the opportunity
to acquire a proprietary interest in the Company through the periodic
application of their payroll deductions to the purchase of shares of the
Company’s common stock.


 


II.          DEFINITIONS


 


For purposes of plan
administration, the following terms shall have the meanings indicated.


 


Base Salary means all compensation paid as wages,
salaries, commissions, overtime, and bonuses (other than bonuses subject to
repayment as a result of a specified future event), but excluding all of the
following items (even if included in taxable income): reimbursements, car
allowances or other expense allowances, severance pay, fringe benefits (cash
and noncash), moving expenses, deferred compensation, income attributable to
stock options, restricted stock grants, SARs and other equity-related incentive
programs, and welfare benefits.


 


Code means the Internal Revenue Code of 1986, as
amended from time to time.


 


Company means Synopsys, Inc., a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Synopsys, Inc. which shall by appropriate action
adopt the Plan.


 


Common Stock means shares of the Company’s common stock.


 


Corporate Stock means shares of the Company’s common stock.


 


Corporate Affiliate means any company which is a parent or
subsidiary corporation of the Company (as determined in accordance with Code Section 424),
including any parent or subsidiary corporation which becomes such after the
Effective Date.


 


Effective Date means the first day of the initial offering
period scheduled to commence upon the later of (i) February 1, 1992
or (ii) the effective date of the S-8 Registration Statement covering the
share of Common Stock issuable under the Plan. However, for any Corporate
Affiliate which becomes a participating Company in the Plan after the first day
of the initial offering period, a subsequent Effective Date shall be designated
with respect to participation by its Eligible Employees.


 


Eligible Employee means any person who is engaged, on a
regularly-scheduled basis of more than twenty (20) hours per week and more
than five (5) months per calendar year, in the rendition of personal
services to the Company or any other Participating Company for earnings
considered wages under Section 3121(a) of the Code.


 


Enrollment Date has the meaning ascribed to it in Section V.A.


 


Participant means any Eligible Employee of a
Participating Company who is actively participating in the Plan.


 


Participating Company means the Company and such Corporate
Affiliate or Affiliates as may be designated from time to time by the
Board.


 


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Semi-Annual Entry Date means (i) during 1999 and each
preceding calendar year within an offering period in effect under the Plan, the
first business day of May and the first business day of November and (ii) during
2000 and all subsequent calendar years within an offering period under the
Plan, the first business day of March and the first business day of
September. The earliest Semi-Annual Entry Date under the Plan shall be November 2,
1992.


 


Semi-Annual Period of
Participation means
each period for which the Participant actually participates in an offering
period in effect under the Plan. There shall be a maximum of four (4) periods
of participation within each offering period. Except as otherwise designated by
the Plan Administrator, each such period shall commence on the applicable
Semi-Annual Entry Date.


 


Semi-Annual Purchase Date means (i) during 1999 and each
preceding year on which shares of Common Stock are automatically purchased for
Participants under the Plan, the last business day of April and October,
and (ii) during 2000 and each subsequent year on which shares of Common
Stock are automatically purchased for Participants under the Plan, the last
business day of February and August.


 


III.         ADMINISTRATION


 


The Plan shall be
administered by the Board of Directors of the Company or a committee that will
satisfy Rule 16b-3 of the Securities and Exchange Commission, as in effect
with respect to the Company from time to time (in either case, the “Board”).
The Board may from time to time select a committee or persons (the “Plan
Administrator”) to be responsible for any transactions not subject to Rule 16b-3.
Subject to the express provisions of the Plan, to the overall supervision of
the Board, and to the limitations of Section 423 of the Code, the Plan
Administrator may administer, interpret and amend the Plan in any manner
it believes to be desirable (including amendments to outstanding options/purchase
rights and the designation of a brokerage firm at which accounts for the
holding of shares purchased under the Plan must be established by each employee
desiring to participate in the Plan), and any such interpretation shall be
final and binding on all parties who have an interest in the Plan; provided,
however, that the Plan Administrator may not, without the approval of the
Company’s Board, (i) increase the number of shares issuable under the Plan
or the maximum number of shares which may be purchased per Participant or
in the aggregate during any one Semi-Annual Period of Participation under the
Plan, except that the Plan Administrator shall have the authority, exercisable
without such stockholder approval, to effect adjustments to the extent
necessary to reflect changes in the Company’s capital structure pursuant to Section VI.B;(ii) alter
the purchase price formula so as to reduce the purchase price payable for the
shares issuable under the Plan; or (iii) materially increase the benefits accruing
to Participants under the Plan or materially modify the requirements for
eligibility to participate in the Plan


 


IV.         OFFERING PERIODS


 


The Plan shall be
implemented in a series of offering periods. Each offering period shall be
of a duration of twenty-four (24) months or less as designated by the Plan
Administrator prior to the start date of any offering period, except that
offering periods that include the Semi-Annual Entry Date on November 1,
1999 shall be of a duration of twenty-two (22) months. Within each
offering period, there shall be a maximum of four (4) Semi-Annual Periods
of Participation.


 


V.          ELIGIBILITY AND PARTICIPATION


 


A.         
Each Eligible Employee will be
automatically enrolled in the Plan in the offering period that begins on the
first Semi-Annual Entry Date following the commencement of employment;
thereafter, any Eligible Employee may enroll or re-enroll in the Plan in
the offering period that begins as of any Semi-Annual Entry Date, or such other
days as may be established by the Board from time to time (each, an “Enrollment
Date”). To participate, an Eligible Employee must complete, sign, and submit to
the Company an enrollment form prescribed by the Plan Administrator. Any
enrollment form received by the Company by the 15th day of the month
preceding an Enrollment Date (or by the Enrollment Date in the case of
employees hired after such 15th day), or such other date established by the
Plan Administrator from time to time, will be effective on that Enrollment
Date. Enrollment or re-enrollment by a Participant in the Plan on


 


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an Enrollment Date will constitute the grant by the
Company to the Participant of an option to purchase shares of Common Stock from
the Company under the Plan. At the end of each offering period, each
Participant who has not withdrawn from the Plan will automatically be
re-enrolled in the Plan in the offering period that begins on the Enrollment
Date immediately following the date on which the option expires. Furthermore,
except as may otherwise be determined by the Plan Administrator, each
Participant who has not withdrawn from the Plan will automatically be
re-enrolled in the Plan in each offering period that begins on an Enrollment
Date on which the fair market value per share of the Company’s Common Stock is
lower than the fair market value per share of the Company’s Common Stock on the
Enrollment Date for the offering period in which the Participant is then
enrolled. Notwithstanding anything in the Plan to the contrary, if the fair
market value (the “Authorization Date FVM”) on the date (the “Authorization
Date”) on which additional shares of Common Stock are authorized for issuance
hereunder by the Company’s shareholders is higher than the fair market value at
the beginning of any Offering Period that commenced prior to the Authorization
Date, then, with respect to any of such authorized shares available to be
issued on Purchase Dates relating to such Offering Period, the Authorization Date
FMV shall be used instead of the fair market value on the Enrollment Date for
the purposes of the preceding sentence, provided that the Plan Administrator,
in its discretion, may waive application of this sentence with respect to
the first Purchase Date occurring after the Authorization Date.


 


B.         
The payroll deduction authorized by the Participant for purposes of acquiring
shares of Common Stock under the Plan may be zero percent (0%) or any
whole multiple of one percent (1%) of the Base Salary paid to the Participant
during each Semi-Annual Period of Participation within the offering period, up
to a maximum of ten percent (10%). The deduction rate so authorized shall
continue in effect for the entire Semi-Annual Period of Participation and for each
successive Semi-Annual Period of Participation unless (i) the Participant
shall increase or decrease the rate for a subsequent Semi-Annual Period of
Participation by filing the appropriate form with the Plan Administrator
prior to the commencement of that Semi-Annual Period of Participation or (ii) the
Participant shall decrease (but not increase) the rate within a Semi-Annual
Period of Participation by filing the appropriate form with the Plan
Administrator. The new rate shall become effective as soon as practicable
following the filing of such form. For the avoidance of doubt, a Participant may not
increase his or her payroll deduction rate during a Semi-Annual period of
Participation. A Participant may not decrease the deduction rate more than
once during a Semi-Annual Period of Participation in addition to fixing the
rate at the beginning of the Semi-Annual Period of Participation. Payroll
deductions, however, will automatically cease upon the termination of the
Participant’s purchase right in accordance with Article VII below.


 


C.         
In no event may any
Participant’s payroll deductions for any one Semi-Annual Period of
Participation exceed Seven Thousand Five Hundred Dollars ($7,500.00).


 


VI.         STOCK SUBJECT TO PLAN


 


A.         
The Common Stock purchasable by
Participants under the Plan shall, solely in the discretion of the Plan
Administrator, be made available from either authorized but unissued shares of
the Common Stock or from shares of Common Stock reacquired by the Company,
including shares of Common Stock purchased on the open market. The total number
of shares which may be issued under the Plan shall not exceed 21,700,000
shares, less any shares sold under the Synopsys, Inc. International
Employee Stock Purchase Plan (subject to adjustment under Section VI.B
below).


 


B.         
In the event any change is made
to the Company’s outstanding Common Stock by reason of any stock dividend,
stock split, combination of shares or other change affecting such outstanding
Common Stock as a class without receipt of consideration, then appropriate
adjustments shall be made by the Plan Administrator to (i) the class and
maximum number of shares issuable over the term of the Plan, (ii) the class and
maximum number of shares purchasable per Participant during each Semi-Annual
Period of Participation, (iii) the class and maximum number of shares
purchasable in the aggregate by all Participants on any one purchase date under
the Plan and (iv) the class and number of shares and the price per
share of the Common Stock subject to each purchase right at the time
outstanding under the Plan. Such adjustments shall be designed to preclude the
dilution or enlargement of rights and benefits under the Plan.


 


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VII.        PURCHASE RIGHTS


 


An Employee who participates
in the Plan for a particular offering period shall have the right to purchase
shares of Common Stock, in a series of successive installments during such
offering period, upon the terms and conditions set forth below and shall
execute a purchase agreement embodying such terms and conditions and such other
provisions (not inconsistent with the Plan) as the Plan Administrator may deem
advisable.


 


Purchase Price. Common Stock shall be issuable on each
Semi-Annual Purchase Date at a purchase price equal to 85 percent of the
lower of (i) the fair market value per share on the Participant’s
Enrollment Date or (ii) the fair market value per share on the Semi-Annual
Purchase Date. Notwithstanding anything in the Plan to the contrary, if the
Authorization Date FVM is higher than the fair market value at the beginning of
any Offering Period that commenced prior to the Authorization Date, then, with
respect to any of such authorized shares available to be issued on Purchase
Dates relating to such Offering Period, the Authorization Date FMV shall be
used instead of the fair market value on the Enrollment Date for the purposes
of clause (i) of the preceding sentence, provided that the Plan
Administrator, in its discretion, may waive application of this sentence
with respect to the first Purchase Date occurring after the Authorization Date.


 


Valuation. For purposes of determining the fair market
value per share of Common Stock on any relevant date, the following procedures shall
be in effect:


 


(i)  If such fair market value is to be determined on any date on
or after the date the Common Stock is first registered under Section 12(g) of
the Securities Exchange Act of 1934, then the fair market value shall be the
closing selling price on that date, as officially quoted on the Nasdaq National
Market System. If there is no quoted selling price for such date, then the
closing selling price on the next preceding day for which there does exist such
a quotation shall be determinative of fair market value.


 


(ii)  If such fair market value is to be determined on any date
prior to the time of such Section 12(g) registration of the Common
Stock, then the fair market value of the Common Stock on such date shall be
determined by the Plan Administrator, after taking into account such factors as
the Plan Administrator deems appropriate.


 


Number of Purchasable Shares. The number of shares purchasable per
Participant on each Semi-Annual Purchase Date shall be the number of whole
shares obtained by dividing the amount collected from the Participant through
payroll deductions during the corresponding Semi-Annual Period of Participation
by the purchase price in effect for the Semi-Annual Purchase Date. However, no
Participant may, during any Semi-Annual Purchase Period, purchase more than
4,000 shares of Common Stock, subject to periodic adjustment under Section VI.B.


 


Under no circumstances shall
purchase rights be granted under the Plan to any Eligible Employee if such
individual would, immediately after the grant, own (within the meaning of Code Section 424(d))
or hold outstanding options or other rights to purchase, stock possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or any of its Corporate Affiliates.


 


Payment. Payment for the Common Stock purchased under
the Plan shall be effected by means of the Participant’s authorized payroll
deductions. Such deductions shall begin on the first pay day coincident with or
immediately following the Participant’s Enrollment Date and shall (unless
sooner terminated by the Participant) continue through the pay day ending with
or immediately prior to the last day of the offering period.


 


The amounts so collected
shall be credited to the Participant’s book account under the Plan, but no
interest shall be paid on the balance from time to time outstanding in such
account. The amounts collected from a Participant may be commingled with
the general assets of the Company and may be used for general corporate
purposes.


 


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Termination of Purchase
Right. The following
provisions shall govern the termination of outstanding purchase rights:


 


(i)  A Participant may, at any time prior to the last five (5) business
days of the Semi-Annual Period of Participation, terminate his /her outstanding
purchase right under the Plan by filing the prescribed notification form with
the Plan Administrator. No further payroll deductions shall be collected from
the Participant with respect to the terminated purchase right, and any payroll
deductions collected for the Semi-Annual Period of Participation in which such
termination occurs shall, at the Participant’s election, be immediately
refunded or held for the purchase of shares on the next Semi-Annual Purchase
Date. If no such election is made, then such funds shall be refunded as soon as
possible after the close of such Semi-Annual Period of Participation.


 


(ii)  The termination of such purchase right shall be irrevocable,
and the Participant may not subsequently rejoin the offering period for
which such terminated purchase right was granted. In order to resume
participation in any subsequent offering period, such individual must re-enroll
in the Plan in accordance with Section V.A.


 


(iii)  Should a Participant cease to remain an Eligible Employee
while his/her purchase right remains outstanding or should there otherwise
occur a change in such individual’s employee status so that he/she is no longer
an Eligible Employee while holding such purchase right, then such purchase
right shall immediately terminate upon such termination of service or change in
status and all sums previously collected from the Participant during the
Semi-Annual Period of Participation in which the purchase right so terminates
shall be promptly refunded to the Participant. However, should the Participant
die or become permanently disabled while in service or should the Participant
cease employment by reason of a leave of absence, then the Participant (or the person
or persons to whom the rights of the deceased Participant under the Plan are
transferred by will or the laws of inheritance) shall have the election,
exercisable up until the end of the Semi-Annual Period of Participation in
which the Participant dies or becomes permanently disabled or in which the
leave of absence commences, to (i) withdraw all the funds credited to the
Participant’s account at the time of his/her cessation of service or at the
commencement of such leave or (ii) have such funds held for the purchase
of shares of Common Stock at the next Semi-Annual Purchase Date. If no such
election is made, then such funds shall automatically be held for the purchase
of shares of Common Stock at the next Semi-Annual Purchase Date. In no event,
however, shall any further payroll deductions be added to the Participant’s
account following his/her cessation of service or the commencement of such
leave. Should the Participant return to active service following a leave of
absence, then his/her payroll deductions under the Plan shall automatically
resume at the rate in effect at the time the leave began, provided such return
to service occurs prior to the end of the offering period in which such leave
began. For purpose of the Plan: (i) the Participant shall be considered to
remain in service for so long as such Participant remains in the active employ
of the Company or one or more other Participating Companies and (ii) the
Participant shall be deemed to be permanently disabled if he/she is unable to
engage in any substantial gainful employment, by reason of any medically
determinable physical or mental impairment expected to result in death or to be
of continuous duration of at least twelve (12) months.


 


Stock Purchase. Shares of Common Stock shall automatically
be purchased on behalf of each Participant (other than Participants whose
payroll deductions have previously been refunded or set aside for refund in
accordance with the “Termination of Purchase Right” provisions above) on each
Semi-Annual Purchase Date. The purchase shall be effected by applying each
Participant’s payroll deductions for the Semi-Annual Period of Participation
ending on such Semi-Annual Purchase Date () to the purchase of whole shares of
Common Stock (subject to the limitation on the maximum number of purchasable
shares set forth above) at the purchase price in effect for such Semi-Annual
Period of Participation. Any payroll deductions not applied to such purchase (a) because
they are not sufficient to purchase a whole share or (b) by reason of the
limitation on the maximum number of shares purchasable by the Participant for
that Semi-Annual Period of Participation shall be promptly refunded to the
Participant.


 


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Proration of Purchase Rights. Not more than 2,000,000 shares of Common
Stock, subject to periodic adjustment under Section VI.B, may be
purchased in the aggregate by all Participants on any one Semi-Annual Purchase
Date. Should the total number of shares of Common Stock which are to be
purchased pursuant to outstanding purchase rights on any particular date exceed
either (i) the maximum limitation on the number of shares purchasable in
the aggregate on such date or (ii) the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata
allocation of the available shares on a uniform and non-discriminatory
basis, and the payroll deductions for each Participant, to the extent in excess
of the aggregate purchase price payable for the Common Stock pro-rated to such
individual, shall be refunded to such Participant.


 


Rights as Stockholder. A Participant shall have no stockholder
rights with respect to the shares subject to his/her outstanding purchase right
until the shares are actually purchased on the Participant’s behalf in
accordance with the applicable provisions of the Plan. No adjustments shall be
made for dividends, distributions or other rights for which the record date is
prior to the date of such purchase.


 


Assignability. No purchase right granted under the Plan
shall be assignable or transferable by the Participant other than by will or by
the laws of descent and distribution following the participant’s death, and
during the Participant’s lifetime the purchase right shall be exercisable only
by the Participant.


 


Change in Ownership. Should the Company or its stockholders enter
into an agreement to dispose of all or substantially all of the assets or
outstanding capital stock of the Company by means of:


 


(i)  a sale, merger or other reorganization in which the Company
will not be the surviving corporation (other than a reorganization effected
primarily to change the State in which the Company is incorporated), or


 


(ii)  a reverse merger in which the Company is the surviving
corporation but in which more than fifty percent (50%) of the Company’s
outstanding voting stock is transferred to holders different from those who
held the stock immediately prior to the reverse merger, then all outstanding
purchase rights under the Plan shall automatically be exercised immediately
prior to the consummation of such sale, merger, reorganization or reverse
merger by applying the payroll deductions of each Participant for the
Semi-Annual Period of participation in which such transaction occurs to the
purchase of whole shares of Common Stock at eighty-five percent (85%) of the
lower of (i) the fair market value of the Common Stock on the Participant’s
Enrollment Date for the offering period in which such transaction occurs or (ii) the
fair market value of the Common Stock immediately prior to the consummation of
such transaction. However, the applicable share limitations of Articles VII and
VIII shall continue to apply to any such purchase, and the clause (i) amount
above shall not, for any Participant whose Enrollment Date for the offering
period is other than the start date of such offering period, be less than the
fair market value of the Common Stock on such start date.


 


The Company shall use its
best efforts to provide at least ten (10) days’ advance written notice of
the occurrence of any such sale, merger, reorganization or reverse merger, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights in accordance with the applicable
provisions of this Article VII.


 


VIII.      ACCRUAL
LIMITATIONS


 


A.  No Participant shall be entitled to accrue
rights to acquire Common Stock pursuant to any purchase right outstanding under
this Plan if and to the extent such accrual, when aggregated with
(I) rights to purchase Common Stock accrued under any other purchase right
outstanding under this Plan and (II) similar rights accrued under other
employee stock purchase plans (within the meaning of Section 423 of the
Code) of the Company or its Corporate Affiliates, would otherwise permit such
Participant to purchase more than $25,000 worth of stock of the Company or any
Corporate Affiliate (determined on the


 


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basis of the fair market value of such stock on the
date or dates such rights are granted to the Participant) for each calendar
year such rights are at any time outstanding.


 


B.  For purposes of applying such accrual
limitations, the right to acquire Common Stock pursuant to each purchase right
outstanding under the Plan shall accrue as follows:


 


(i)           
The right to acquire Common
Stock under each such purchase right shall accrue in a series of
successive semi-annual installments as and when the purchase right first
becomes exercisable for each semi-annual installment on the last business day
of each Semi-Annual Period of Participation for which the right remains
outstanding.


 


(ii)          
No right to acquire Common Stock
under any outstanding purchase right shall accrue to the extent the Participant
has already accrued in the same calendar year the right to acquire $25,000
worth of Common Stock (determined on the basis of the fair market value on the
date or dates of grant) pursuant to one or more purchase rights held by the
Participant during such calendar year.


 


(iii)         
If by reason of such accrual
limitations, any purchase right of a Participant does not accrue for a
particular Semi-Annual Period of Participation, then the payroll deductions
which the Participant made during that Semi-Annual Period of Participation with
respect to such purchase right shall be promptly refunded.


 


C.  In the event there is any conflict between
the provisions of this Article VIII and one or more provisions of the Plan
or any instrument issued thereunder, the provisions of this Article VIII
shall be controlling.


 


IX.         STATUS OF PLAN UNDER FEDERAL TAX LAWS


 


The Plan is designed to
qualify as an employee stock purchase plan under Code Section 423.


 


X.          AMENDMENT AND TERMINATION


 


A.    The Board may amend, alter, suspend, discontinue, or terminate the
Plan at any time, including amendments to outstanding options/purchase rights.
However, the Board may not, without the approval of the Company’s
stockholders:


 


(i)  increase the number of shares issuable under the Plan or the
maximum number of shares which may be purchased per Participant or in the
aggregate during any one Semi-Annual Period of Participation under the Plan,
except that the Plan Administrator shall have the authority, exercisable
without such stockholder approval, to effect adjustments to the extent
necessary to reflect changes in the Company’s capital structure pursuant to Section VI.B;


 


(ii)  alter the purchase price formula so as to reduce the
purchase price payable for the shares issuable under the Plan; or


 


(iii)  materially increase the benefits accruing to Participants
under the Plan or materially modify the requirements for eligibility to
participate in the Plan.


 


B.     The Board may elect to terminate any or
all outstanding purchase rights at any time. In the event the Plan is
terminated, the Board may also elect to terminate outstanding purchase
rights either immediately or upon completion of the purchase of shares on the
next Semi-Annual Purchase Date, or may elect to permit purchase rights to
expire in accordance with their terms (and participation to continue through
such expiration dates). If purchase rights are terminated prior to expiration,
all funds contributed to the Plan that have not been used to purchase shares
shall be returned to the Participants as soon as administratively feasible.


 


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IX.         GENERAL PROVISIONS


 


A.    The Plan shall become effective on the designated Effective Date,
provided that no offering period shall commence, and no shares of Common Stock
shall be issued hereunder, until (i) the Plan shall have been approved by
the stockholders and (ii) the Company shall have complied with all
applicable requirements of the Securities Act of 1933 (as amended), all applicable
listing requirements of any securities exchange on which shares of the Common
Stock are listed and all other applicable requirements established by law or
regulation. In the event such stockholder approval is not obtained, or such
Company compliance is not effected, within twelve (12) months after the
date on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force of effect.


 


B.     All costs and expenses incurred in the
administration of the Plan shall be paid by the Company.


 


C.     Neither the action of the Company in
establishing the Plan, nor any action taken under the Plan by the Board or the
Plan Administrator, nor any provision of the Plan itself shall be construed so
as to grant any person the right to remain in the employ of the Company or any
of its Corporate Affiliates for any period of specific duration, and such
person’s employment may be terminated at any time, with or without cause.


 


D.     The provisions of the Plan shall be governed
by the laws of the State of California without resort to that State’s
conflict-of-laws rules.


 


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